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Superior Energy Files Chapter 11; JPMorgan Chase Agents $120MM DIP Facility

December 09, 2020, 08:12 AM
Filed Under: Bankruptcy

Superior Energy Services announced that it has advanced its previously announced financial restructuring by commencing voluntary cases under Chapter 11 of the U.S. Bankruptcy Code before the U.S. Bankruptcy Court (the “Bankruptcy Court”) for the Southern District of Texas (the “Chapter 11 Cases”) to implement a proposed “pre-packaged” Plan of Reorganization (the “Plan”).

Superior entered the Chapter 11 Cases with the support of holders of approximately 85% of Superior’s $1.3 billion of senior unsecured notes. Subject to the Bankruptcy Court’s approval, under the Plan, the noteholders would receive 100% of the equity to be issued and outstanding by the reorganized Company in exchange for discharging $1.3 billion of unsecured claims arising under the senior notes. As a result, the Plan would eliminate all of the Company’s funded debt and related interest costs and establish a capital structure that the Company believes will improve its operational flexibility and long-term financial health even in a low-commodity-price environment.

“Since the initial announcement of our planned recapitalization initiative in September, we have been encouraged by the growing consensus of the noteholders that have agreed to support the Plan, as well as the ongoing strong backing and support provided by our customers and lenders,” said David Dunlap, President and CEO of Superior. “We also thank all of our employees for their ongoing hard work and commitment to our Company and our customers and are grateful to our vendors and other valuable business partners for their continued support. The Company looks forward to quickly emerging from the Chapter 11 Cases in early 2021.”

The Company intends to operate its businesses and facilities without disruption to its customers, vendors, and employees, and is filing motions with the Bankruptcy Court to ensure that all undisputed trade claims against the Company (whether arising prior to or after the commencement of the Chapter 11 Cases) will be paid in full in the ordinary course of business.

Subject to the Bankruptcy Court’s approval, Superior intends to obtain a $120 million debtor-in-possession letter of credit facility (the “DIP Facility”) for its subsidiary SESI, L.L.C. (“SESI”), as borrower, with certain of the lenders under SESI’s existing credit facility (the “Existing Facility”). Upon Bankruptcy Court approval, approximately $47.4 million of outstanding undrawn letters of credit under the Existing Facility will be deemed outstanding under the DIP Facility. The DIP Facility is expected to provide sufficient letter of credit capacity to support the Company’s continuing business operations and minimize disruption during the Chapter 11 Cases.

According to court filings, JPMorgan Chase Bank, N.A., served as administrative agent and collateral agent for and on behalf of itself as issuing lender and other issuing lenders.

Ducera Partners LLC and Johnson Rice & Company L.L.C. are acting as financial advisors for the Company, Latham & Watkins LLP and Hunton Andrews Kurth LLP are acting as legal counsel, Alvarez & Marsal is serving as restructuring advisor Evercore L.L.C. is acting as financial advisor for an ad hoc group of noteholders with Davis Polk & Wardwell LLP and Porter Hedges LLP serving as legal counsel. FTI Consulting, Inc. is acting as financial advisor for the agent for the Company’s secured asset-based revolving credit facility with Simpson Thacher & Bartlett LLP acting as legal counsel.

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